View Screen-Reader Accessible Site

AFCC Bylaws

BYLAWS OF
American Fellowship of Cowboy Churches
Amended May 19, 2011


Preamble
American Fellowship of Cowboy Churches (AFCC), (the “Fellowship”) is organized to resource and develop Cowboy Churches through enhanced training, assessment, coaching, communication and connectedness through the movement of God's Spirit within the Western Culture; to establish a forum or platform for the “Baptist Way” Cowboy Churches to speak to one another; to enable “Baptist Way” Cowboy Churches to speak with a united voice; and to encourage the Cowboy Churches to remain voluntarily related to those Baptist entities that are supportive of and cooperating with the Fellowship.

Article I Offices
1.1 The principal business of the Fellowship shall be located at 356 FM Rd. 55, Waxahachie, Texas 75165 and the name of the corporations registered agent is Jeff Bishop.
1.2 Business of the Fellowship may be transacted at such other places as may be appropriate to its purposes.

Article II Nonprofit
2.1 The Fellowship is a nonprofit corporation without capital stock.
2.2 No dividends shall be paid by the Fellowship.
2.3 The income, earnings, assets and properties of the Fellowship shall be distributable only in accordance with, and for the purposes set forth in, the Articles of Incorporation and in the Preamble to these Bylaws.

Article III Affiliates
3.1 Affiliates of the Fellowship shall be Cooperating “Baptist Way” Cowboy Churches. A Cooperating “Baptist Way” Cowboy Church:
(a) Subscribes doctrinally to the Baptist Faith and Message of 1963, with this exception: Elders are recognized as Scriptural Officers.
(b) Generally functions under the model reflected in the AFCC recommended bylaws as presented in the Ranch House Schools.
3.2 No official application process is required to become an affiliate of the Fellowship beyond meeting the criterion laid out in Article III, 3.1 above.
3.3 Affiliation with the Fellowship may be terminated for the following reasons by a majority vote of the Board of Directors at any regular or special meeting:
(a) Failure to meet the criterion laid out in Article III, 3.1.
(b) Moral or ethical misconduct.

Article IV Board of Directors
4.1 The business of the Fellowship shall be conducted by the Board of Directors. A majority of the Directors must be members of cooperating “Baptist Way” Cowboy Churches.
4.2 The Board of Directors shall consist of three to fifteen members, including:
• President of the Fellowship
• Vice President of the Fellowship
• Secretary of the Fellowship
• Such other Directors as are elected by the Board of Directors.
4.3 Directors elected prior to incorporation of the Fellowship shall continue to serve for the term to which elected and until their successors are elected.
4.4 Regular meetings of the Board shall be held quarterly.
4.5 A majority of the members of the Board shall constitute a quorum for the transaction of business. Directors may vote in person or by proxy, in writing and signed by the Director. Directors present by proxy shall not be counted toward a quorum. No proxy shall be valid after three (3) months from the date of its execution. Each proxy shall be revocable.
4.6 Notices of the time and place of regular and special meetings of the Board shall be given at least ten (10) days prior thereto. Notice of meetings may be given by first class mail, personal delivery, telephone or facsimile transmission.
4.7 A Director may, by instrument in writing executed at any time, waive any notice required by these Bylaws. The presence of a director at a regular or special meeting of the Board shall constitute waiver of notice of such meeting.
4.8 Meetings of the Board or any committee appointed by the Board may he held by means of conference telephone call or similar communications equipment whereby the members can hear each other and participate in the meeting. Participation in a meeting by such conference call or the like shall constitute presence in person at such meeting.
4.9 The Board of Directors or any committee appointed by the Board may act without a meeting:
(a) by unanimous consent signed by all Directors or members of the committee, or
(b) by mail ballot which requires consent in writing, by a majority of the members of the Board or committee; the requisite number of consents, each being signed and dated, must be executed within sixty (60) days of the date of the earliest consent. Notice of any action taken by mail ballot shall be promptly given to directors or committee members who did not consent thereto.
4.10 The Board of Directors shall nominate a Nominating Committee composed of three (3) Directors of the Fellowship; the Vice President shall be the chair. The Nominating Committee will select nominees for Directors, President, Vice President, Secretary and any other vacancies in an office to be elected at the next annual meeting.
4.11 The Board of Directors shall form such teams as it deems necessary or desirable. The majority of members on any team shall be members of cooperating “Baptist Way” Cowboy Churches.
4.12 The Board of Directors may fill any vacancies in the Board of Directors arising from any cause other than expiration of a Directors term. Persons so selected shall serve until the next annual meeting of members when the vacancy shall be filled for the remainder of the term by the members.
4.13 The Board of Directors may establish rules for the proper conduct of the affairs of the fellowship provided that such rules will be consistent with the Fellowship’s Articles of Incorporation and Bylaws and with applicable laws and regulations of the state of Texas.
4.14 As a normal operating policy, the Fellowship shall refrain from entering any business transaction with a Director, Officer, or Employee, or a business enterprise in which a Director, Officer, or Employee has an interest. An exception to this policy may be made, at the discretion of the Board of Directors, in any case wherein it appears that a commodity or service is unavailable on a more favorable basis from any other source, or a commodity or service, at the discretion of the Board, is found to be in the best interest of the organization. Competitive bids should be taken if possible. In any case being considered for exception, the extent of the Director, Officer, or Employee's interest shall be disclosed to the entire Board.
4.15 Directors shall serve in such capacity without remuneration. The Fellowship shall pay all his reasonable business expenses for attending meetings and otherwise conducting the normal business of the Fellowship.
4.16 Directors serve for three year terms with one-third rotating off each year. A Director may serve two successive terms then be re-elected after setting out one year.
4.17 Any Director may be removed from office on the affirmative vote of a majority of the entire membership of the Board of Directors at any regular or special meeting thereof or by the members at any regular or special meeting.

Article V Officers
5.1 The officers of the Fellowship shall be President, Vice President, and Secretary.
5.2 The term of an officer begins on January 1st following his election and lasts for one year with a maximum of two successive terms. After a one year absence as an officer, he may serve again, if elected. Officers elected prior to incorporation of the Fellowship shall continue in office for the term to which elected.
5.3 Officers shall have such powers and duties as hereinafter provided and as from time to time assigned by the Board.
5.4 The President shall preside at all meetings of the Fellowship and the Board. He may appoint any committees necessary or desirable for conduct of the business and affairs of the Fellowship.
5.5 The Vice President will act in place of the President in the Presidents absence. The Vice President will preside at the meeting of the Board for electing a new President, if the President resigns or cannot fulfill the obligations of the office. The Vice President will serve as chair of the Nominating Committee; if the office of Vice President ls vacant, the Secretary will serve as chair.
5.6 The Secretary shall be responsible for keeping a record of the proceedings of meetings of the members and of the Board. Minutes shall be approved or amended at the succeeding meeting.
5.7 The Fellowship may designate an individual member of a cooperating Cowboy Church as the Fellowship's Executive Director and delegate to the Executive Director such duties as appropriate.
5.8 The Board of Directors may, subject to Section 5.5 hereof, fill any vacancy in the offices of the Fellowship. Persons so elected shall serve until the next annual meeting of members, when the members shall fill the vacancy for the unexpired term.

Article VI Miscellaneous
6.1 The Fellowship shall indemnify directors, officers and employees, and former directors, officers and employees of the Fellowship against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred to the extent and in the manner permitted by law, including, without limitation, Article 1396-2.22A of the Texas Non-Profit Corporation Act. Indemnification shall be limited as provided in Section 4941 of the Internal Revenue Code and regulations thereunder for expenses incurred by any foundation manager (as defined in the Code) while the Foundation is a private foundation (as defined in the Code).
6.2 At any time that the Fellowship is a private foundation as described in Section 509 of the Internal Revenue Code of 1986 (the Code), the Association:
(a) shall not engage in any act of self-dealing which would be subject to tax under Section 4941 of the Code;
(b) shall make distributions at such time and in such manner as not to subject it to tax under Section 4942 of the Code;
(c) shall not retain any excess business holdings which would subject it to tax under Section 4943 of the Code;
(d) shall not make any investments which would subject it to tax under Section 4944 of the Code;
(e) shall not make any taxable expenditures which would subject it to tax under Section 4945 of the Code.
6.3 Roberts Rules of Order (most recent revision) shall be the guide in all matters of parliamentary procedure except as otherwise provided by law, or the Fellowship's Articles of Incorporation or Bylaws.

Article VII Amendment of Bylaws
7.1 These Bylaws may be amended at any regular or special meeting of the Board of Directors upon receiving the affirmative vote of two-thirds (2/3) of the entire membership of the Board, if the proposed amendment has been forwarded to the members of the Board at least ten (10) days prior to the meeting at which such amendment is to be presented.

Amended May 19, 2011: AFCC Board Meeting San Angelo, Texas